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(b) '1'u Jet~rmi~ic from time to time whether~ and to what exte~t,~
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' and at what tin~es and place9, :~nd und~•r what conditions and regulationa, the ,
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; accounts and buuks of ti~e curpor3tion (other than the stock ledger) or any of ~
; them, shall be open to the inspection of the stockholders. ~
~I (3) The directora in their discretion may submit a~y contract or
act for approval or ratification at any annual meeting of the stockholders or 1
~ at any mecting of the stockholders called for the purpose of considering any ~
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such act or contract, and any contrac~ or act that shall be approved or be i
' ra[ified by the vote of the holders of a majority of the stock of the corpo- i
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ration which is represented in person or.by proxy at such meeting and en- ~
( titled to vote thereat, (provided that a lawful quorum of stockholder• be i
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~ there represented in person or by proxy) ehall be as valid and as binding upon +
the corp.~ration and upun all the stockholders, as though it had been approved
' or ratified by every stockholder of the corporation, vhether or not the
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~ contract or act Would otherwise be open to legal a[tack because of the ~
directors' interest, or for any•other reason. ~
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' In addition to tlie powers and authorities hereinbefore or by j
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statute expressly conferred upon ihem, the directors are hereby empowered to R
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~ exercise all such poWers and do all such acts and things as may be exercised ~
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or done by the corpc~ration; subject,~ nevertheless, to the provisiona of th~ i
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statu[es of N•vada, of this certificate, and to any by-laws from time to time ~
made by the stockholders; provided, however, that no by-law so made shall +
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in~alidate any prior act of the directors which would have been valid if such ~
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by-lavs had nut been made.
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TWELFTH: No contract or other transaction between the corporation j
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€ and any other curpor:~ti.,n shall t~~~ affected or invalidated by the fact that ~
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! any on~~ ur c;iure of th~ directors of this corporation is or are interested in,
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~ ` or is a director or officer, or are directors, individually or jointly may be '
a party or par[irs [o or may be interested in any contract or transaction of
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this corpur~tien ur iu which this cor~~ratiun is interested; and no contrac[, ~
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~ act or transacii.~n of [his corp~ratiun with any person or persons, fitm ot ~
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~ associa[iun, shall be affected or invalidated by the fact that any director or ~
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directors of this corporation is a party, or are parties to, or interested in, ,
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= such contract, act ur transaction, or in any way connected with such person
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~ or persons, Eirm or association, and each and every person Who may become a
~ director of this corporation is hereby relieved from any liability that might
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~ otherwise exist from contr~ctinR with the corpora[ion for the benefit of him-
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~ self or any firm or corporation in Which hc may be in any Wise interested.
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~ -6 BOOK244 PAGE~ r~- ~ _
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